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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| CANADIAN NATIONAL RAILWAY COMPANY |
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| (Name of Issuer) | ||||
| Common Shares |
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| (Title of Class of Securities) | ||||
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136375102 |
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(CUSIP Number) |
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| October 24, 2000 |
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| (Date of Event Which Requires Filing of this Statement) | ||||
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
/ / Rule 13d-1(b)
/x/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 136375102
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Name of Reporting Person Cascade Investment, L.L.C. S.S. OR I.R.S. Identification No. of above person. |
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| (2) | Check the Appropriate Box if a Member | (a) | / / | |||
| of a Group (See Instructions) | (b) | / / | ||||
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| (3) | Sec Use Only | |||||
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| (4) | Citizenship or Place of Organization State of Washington |
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| Number of Shares Beneficially Owned by Each Reporting Person With: | (5) | Sole Voting Power -0- |
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| (6) | Shared Voting Power 9,926,800 |
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| (7) | Sole Dispositive Power -0- |
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| (8) | Shared Dispositive Power 9,926,800 |
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| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person 9,926,800 |
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| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / | |||||
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| (11) | Percent of Class Represented by Amount in Row (9) 5.15% |
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| (12) | Type of Reporting Person (See Instructions) CO |
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CUSIP No. 136375102
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Name of Reporting Person William H. Gates III S.S. OR I.R.S. Identification No. of above person. |
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| (2) | Check the Appropriate Box if a Member | (a) | / / | |||
| of a Group (See Instructions) | (b) | / / | ||||
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| (3) | Sec Use Only | |||||
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| (4) | Citizenship or Place of Organization United States of America |
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| Number of Shares Beneficially Owned by Each Reporting Person With: | (5) | Sole Voting Power -0- |
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| (6) | Shared Voting Power 9,926,800 |
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| (7) | Sole Dispositive Power -0- |
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| (8) | Shared Dispositive Power 9,926,800 |
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| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person 9,926,800 |
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| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / | |||||
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| (11) | Percent of Class Represented by Amount in Row (9) 5.15% |
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| (12) | Type of Reporting Person (See Instructions) IN |
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ITEM 1.
| (a) | Name of Issuer | |
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Canadian National Railway Company (the "Issuer") |
| (b) | Address of Principal Executive Offices of the Issuer: | |
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935 de la Gauchetiere St. West, Montreal, PQ H3B 2M9, Canada |
ITEM 2.
| (a) | Name of Persons Filing | |
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(1) Cascade Investment, L.L.C. ("Cascade") (2) William H. Gates III |
| (b) | Address of Principal Business Office | |
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(1) 2365 Carillon Point, Kirkland, Washington 98033 (2) One Microsoft Way, Redmond, Washington 98052 |
| (c) | Citizenship | |
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(1) Cascade is a limited liability company organized under the laws of the State of Washington (2) William H. Gates III is a citizen of the United States of America |
| (d) | Title of Class of Securities | |
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Common Shares |
| (e) | CUSIP Number | |
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136375102 |
ITEM 3.
Not Applicable
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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Amount beneficially owned: 9,926,800 |
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Percent of class: 5.15% |
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| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote -0- | |||
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| (ii) | Shared power to vote or to direct the vote 9,926,800* | |||
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| (iii) | Sole power to dispose or to direct the disposition of -0- | |||
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| (iv) | Shared power to dispose or to direct the disposition of 9,926,800* | |||
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| * All shares held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade. |
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| October 30, 2000 Date |
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CASCADE INVESTMENT, L.L.C. |
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By /s/ Michael Larson Michael Larson, Manager |
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WILLIAM H. GATES III |
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/s/ William H. Gates III, by Michael Larson as attorney in fact William H. Gates III, by Michael Larson as attorney in fact* |
We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by either or both of us will be filed, on behalf of each of us.
| DATED: October 30, 2000. |
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CASCADE INVESTMENT, L.L.C. |
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By /s/ Michael Larson Michael Larson, Manager |
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WILLIAM H. GATES III |
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/s/ William H. Gates III, by Michael Larson as attorney in fact William H. Gates III, by Michael Larson as attorney in fact* |
* Duly authorized under power of attorney dated March 20, 2000, by and on behalf of William H. Gates III, filed with Cascade's Schedule 13G with respect to Wisconsin Central Transportation Corporation on April 28, 2000, SEC File Number 005-41648, and incorporated by reference herein.
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